SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Events occurring after September 30, 2023, and through the date that these condensed consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included.

Director Appointment

On November 7, 2023, the Company's Board of Directors, upon the recommendation of the Board’s Nominating / Corporate Governance Committee, increased the size of the Board from eight to nine persons, elected Roger Meltzer as a Class II director to fill the newly created vacancy and named Mr. Meltzer as the chairman and sole member of the Board's newly created Special Review Committee which is vested with the authority to conduct or authorize reviews into any matters germane to the potential restructuring of the Company's debt as it deems appropriate. Mr. Meltzer has substantial experience serving as a director of entities that considered potential alternatives regarding debt restructurings.

NYSE Delisting

On October 30, 2023, the NYSE filed a Form 25 related to the delisting from the NYSE of our Class A common stock with the SEC. The delisting is expected to become effective 10 days after the filing of Form 25. Our Class A common stock will continue to trade Over The Counter (the "OTC Pink") under the ticker symbol "AUDA".

Election to Utilize Interest Payment Grace Periods and Related Amendments to Debt Agreements

As the Company has continued to be actively engaged in discussions with its creditors with respect to a number of potential alternatives regarding a restructuring of the Company’s outstanding debt, and to facilitate such discussions, the Company elected to utilize certain grace periods for certain interest payments under its debt agreements and obtained extensions of certain grace periods and amendments to certain requirements under those agreements, including the following:

•2029 Notes. On October 2, 2023, Audacy Capital Corp. elected to utilize a 30-day grace period for the interest payment in the amount of approximately $18.0 million originally due on September 30, 2023 pursuant to the terms of the 2029 Notes. On October 27, 2023, Audacy Capital Corp. entered into the 2029 Notes First Supplemental Indenture to extend the grace period before which a default in the payment of such interest matures into an Event of Default, from 30 to 60 days. Accordingly, the grace period for the interest payment on the 2029 Notes that was due on September 30, 2023 now ends on November 29, 2023. However, the extension will terminate on the earlier of the date on which: (i) a failure to pay interest under a Credit Facility (as defined in the 2029 Notes Indenture) when due constitutes an event of default permitting all unpaid principal, interest accrued and unpaid thereon and other amounts

owed or payable under such Credit Facility to be immediately due and payable; or (ii) Audacy Capital Corp. makes the payment of interest under the Credit Agreement (as defined in the 2029 Notes Indenture) originally due on October 31, 2023 (either on such original due date or during or after any applicable grace period).

•2027 Notes. On November 1, 2023, Audacy Capital Corp. elected to utilize a 30-day grace period for the interest payment in the amount of approximately $15.0 million originally due on November 1, 2023 pursuant to the terms of the 2027 Notes.

•The Credit Facility. On October 31, 2023, Audacy Capital Corp. elected to utilize a 3-business day grace period for interest payments in the aggregate amount of approximately $17.0 million originally due on October 31, 2023 pursuant to the terms of the Credit Facility. On November 3, 2023, Audacy Capital Corp. entered into the Credit Facility amendment to extend the grace periods before which a default in the payment of such interest in the amount of approximately $17.0 million due on October 31, 2023, and approximately $0.8 million due on November 8, 2023, matures into an Event of Default, from 3 to 11 business days. The Credit Facility Amendment also waived the requirement for the Company to comply with the maximum Consolidated Net First-Lien Leverage Ratio financial covenant, for the quarterly test period ended September 30, 2023.

•The Accounts Receivables Facility. On November 3, 2023, Audacy Receivables and the other parties to the Receivables Purchase Agreement entered into the Receivables Facility Amendment to amend the cross-default that would otherwise occur under the Receivables Facility in respect of certain defaults in the payment of interest under the Credit Facility, with the effect that such interest payment defaults will not result in an event of default under the Receivables Facility until the expiration of the 11 business day grace periods provided for under the Credit Facility, as amended. In addition, the amendment waives the requirement for the Company to comply with the same maximum Consolidated Net First-Lien Leverage Ratio, as provided for in the Credit Facility, for the quarterly test period ended September 30, 2023.

Refer to Note 1, Basis of Presentation And Significant Policies—Going Concern, Note 8, Long-Term Debt, “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations” in Part I, Item 2, and “Risk Factors” in Part II, Item 1A, for additional information.